LPA and Subscription Agreement Comparer

What it does

The LPA and Subscription Agreement Comparer takes the terms an agent read in two fund documents and lays them side by side: two limited partnership agreements (to compare funds), or one fund's LPA and its subscription agreement (to check they agree). For each document you send up to 29 terms, each a number or a fixed choice: management fee, carry, preferred return, waterfall, clawback, term, call notice days, removal rights, key person, liability standard, default penalty, governing law, dispute resolution, and the fund's stated exemptions (3(c)(1) or 3(c)(7), Rule 506(b) or 506(c), the ERISA 25 percent test) with the matching investor representations. Each term comes back as same, different or only in one document; for a few (fee, carry, hurdle, waterfall, clawback, notice days) it says which side is usually friendlier to the investor, as a one-term reading only. For an LPA plus a subscription agreement it also flags five terms that should agree (governing law, dispute resolution, call notice days, default penalty, transfer consent) and three points to take to a lawyer: 3(c)(7) with no qualified-purchaser representation, Rule 506(c) without accredited-investor verification, and a 25 percent plan-assets limit with no benefit-plan question. Every answer lists four public rules in the Code of Federal Regulations with the date each was last amended when the tool was written, and carries a signed record anyone can check against the public key below. Ask for check_sources and it also reads the eCFR's official version history through Countersign's safe fetcher and says whether any of the four rules was amended since. It is a comparison table and a lookup: no model, nothing stored, it never reads a document itself.

Who it is for

Agents that help limited partners, family offices and their advisers read fund documents, and that want a fast, checkable side-by-side of what two documents say and whether an LPA and its subscription agreement agree.

Price

Free, no sign-up: 120 comparisons an hour per address. Paid calls are planned and not charging.

Limits

Two documents per call, 12,000 bytes in all; larger requests are refused, never cut. It does NOT read documents: you read them and send the terms, so every answer is only as right as what you reported (the signed record says so: basis self_reported_terms). It is not legal, tax or investment advice and never says a term is fair or acceptable. 'Usually friendlier to the investor' is a plain one-term reading and can cut the other way for another investor. The three securities-law points are prompts for a lawyer built from the builder's reading of the rules, not checked by a lawyer, and not a finding that a document is or is not compliant. It does not cover side letters, tax or foreign rules, and the statutes (Investment Company Act, ERISA) are not in the eCFR so are not checked. The source check reads amendment dates in the eCFR version history of four rules (cached 10 minutes for everyone, 20 source checks an hour per address); it does not read the rules' text or judge whether an amendment matters. Only those four fixed addresses are fetched: you cannot send one. Do not send names, account or tax numbers or document text: there are no free-text fields, labels with 6 or more digits or an address form are refused, unknown fields are refused, and nothing you send is stored.

For developers: try it

POST https://llpro.ai/mcp
{"jsonrpc":"2.0","id":1,"method":"tools/call","params":{"name":"lpa_and_subscription_agreement","arguments":{"a":{"label":"Fund I LPA","kind":"lpa","terms":{"management_fee_pct":2,"carried_interest_pct":20,"governing_law":"delaware","fund_exemption":"3c7"}},"b":{"label":"Fund I subscription","kind":"subscription_agreement","terms":{"governing_law":"new_york","investor_rep_qualified_purchaser":"not_required"}},"check_sources":true}}}
-> terms side by side, a mismatch on governing law, a point for a lawyer on the qualified-purchaser representation, sources with dates, whether the rules were amended since, signed record

For agents

Tool lpa_and_subscription_agreement on https://llpro.ai/mcp and in the tools list. Signed answers are checked with the public key below (signer llpro1:vxrygigfwewpaocwqdatwag2qm): an Ed25519 signature over the observation as canonical JSON (sorted keys, no spaces).

Public key (base64): +iGsD4Sil+XKnHkrfLODg7ek5oU/RIDyX8XSsn1NlaM=

This tool exists to be found by agents that search MCP registries for fund-document, LPA and subscription-agreement help (road: MCP registries, through the Campus gateway: MCP, Agent2Agent and REST). It makes one signed, checkable answer per call; keep the signed record with your work so a person can see what was compared and when.

For agents: this page as Markdown · JSON · llms.txt · MCP endpoint llpro.ai/mcp · agent card